New Zealand Legislation: Regulations
Regulations are laws made under Acts
(1) Subject to subclause (3) of this regulation, no advertisement shall be distributed to the public unless a certificate that complies with subclause (2) of this regulation has been completed in respect of the advertisement at the time at which the advertisement is so distributed.
(2) A certificate for the purposes of subclause (1) of this regulation shall be in the form set out in Schedule 4 to these regulations and shall be signed—
(a) Where the issuer is the Crown, by a person authorised by a Minister of the Crown to sign such certificates; or
(b) Where the issuer has only one director, by that director if he or she is resident in New Zealand or, if he or she is not resident in New Zealand, by a person authorised by the director to sign such certificates; or
(c) Where the issuer has more than one director,—
(i) If only one director is resident in New Zealand, by that director; or
(ii) In every other case, by at least 2 persons, each of whom is one of the following persons—
(A) A director of the issuer of the securities to which the advertisement relates; or
(B) Where none of the directors of the issuer resides in New Zealand, a person authorised by the directors to sign such certificates.
(3) Subclause (1) of this regulation shall not apply—
(a) In respect of an authorised advertisement that contains no information or matter other than—
(i) The name, address, postal address, telephone number, and telex number of the issuer and the logo customarily used by the issuer; and
(ii) A description of the securities being offered, the terms of the offer, and a brief description of any rights or privileges attaching thereto; and
(iii) A statement of the rate or rates of interest (if any) that may be earned by holding the securities being offered; and
(iv) The information and matters specified in regulations 11, 14, and 21 of these regulations; and
(v) The names of the principal stockbroker to, and the underwriter of, the offer; and
(vi) A description, or the amounts or rates, of the fees and charges payable by a subscriber for the securities; and
(vii) In the case of an advertisement relating only to debt securities the issuer of which is a registered bank that has published a disclosure statement under section 81 of the Reserve Bank of New Zealand Act 1989, the information and matters specified in paragraphs (a) and (b) of section 38AA of the Act; and
(viii) The information specified in section 38 of the Act:
(b) In respect of any advertisement, if the only difference between the advertisement and another advertisement in respect of which a certificate that complies with subclause (2) of this regulation has been completed is that a rate or rates of interest shown in one of the advertisements differ from a rate or rates of interest shown in the other advertisement.
(c) In respect of any advertisement, if the only difference between the advertisement and another advertisement in respect of which a certificate that complies with subclause (2) has been completed is that the advertisement contains prospective financial information personal to a person to whom the advertisement is distributed calculated in accordance with assumptions and a method of calculation stated in both advertisements.
(4) Every certificate completed in respect of an advertisement for the purposes of this regulation shall be held by the issuer of the securities to which the advertisement relates for at least 12 months from the date of the last distribution of the advertisement.
(5) If an issuer fails to comply with subclause (4) of this regulation, the issuer, and every principal officer thereof, commits an offence:
Provided that it shall be a defence to a charge against a principal officer under this subclause if the defendant proves that the disposal of the certificate by the issuer took place without his knowledge or against his advice.
(6) Without limiting subclause (7) of this regulation, every person commits an offence who—
(a) Being a publisher of a newspaper or magazine, distributes an advertisement to the public in contravention of subclause (1) of this regulation by means of that newspaper or magazine; or
(b) Being the operator of a broadcasting station, distributes an advertisement to the public in contravention of subclause (1) of this regulation by means of a broadcast from that broadcasting station; or
(c) Being the exhibitor of a film, distributes an advertisement to the public in contravention of subclause (1) of this regulation by means of the exhibition of that film:
Provided that it shall be a defence to a charge under this subclause if the defendant proves that, at the time the advertisement was so distributed, he had reasonable grounds to believe, and did believe, that a certificate that complied with subclause (2) of this regulation had been completed in respect of the advertisement.
(7) Without limiting subclause (6) of this regulation, if an advertisement is distributed to the public in contravention of subclause (1) of this regulation, the issuer, and every principal officer thereof, commits an offence:
Provided that it shall be a defence to a charge under this subclause if—
(a) The defendant proves that the advertisement was distributed without his knowledge or against his advice; or
(b) The defendant is a principal officer and he proves that, at the time the advertisement was so distributed, he had reasonable grounds to believe, and did believe, that a certificate that complied with subclause (2) of this regulation had been completed in respect of the advertisement.
(8) Every person who commits an offence against this regulation is liable on summary conviction to a fine not exceeding $5,000.
Subclause (2)(b) and (c) were substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Subclause (3)(a)(i) was amended, as from 1 October 1997, by regulation 12(1) Securities Amendment Regulations 1997 (SR 1997/151) by omitting the word “business”
.
Subclause (3)(a)(vi) was amended, as from 1 January 1996, by regulation 5(a) Securities Regulations 1983, Amendment No 2 (SR 1995/285), by substituting the words “subsections (2A), (2B), (3), and (4)”
for the words “subsections (2) to (4)”
.
Subclause (3)(a)(vi) was substituted, as from 1 October 1997, by regulation 12(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Subclause (3)(a)(vii) was substituted, and subclause (3)(a)(viii) was inserted, as from 1 January 1996, by regulation 5(2) Securities Regulations 1983, Amendment No 2 (SR 1995/285).
Subclause (3)(a)(viii) was substituted, as from 1 October 1997, by regulation 12(3) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Subclause (3)(c) was inserted, as from 1 October 1997, by regulation 12(4) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.